Sleeping with the Ghosties
by The-GWFan
Summary: When Fluttershy's attempt to become braver backfires, her friends try to help her in their own unique ways. Can they cure Fluttershy of her latest fear or will she ever sleep again?
1. The Scared Little Pony

Disclaimer: I do not own, My little Pony: Friendship is Magic. The story you are about to read is hardly true and the names have not been changed despite the fact that Fluttershy is so freakishly innocent.

Sleeping with the Ghosties

By: GWFan (The Softcore Brony)

On a day like this, anypony might busy themselves with everyday activities like shopping, gardening, or maybe even a little R&R. When the sun was shining like this, and the birds were singing their merry songs, and flowers were blooming as beautifully as they always did in spring, everypony would usually go along their merry way. This would have been a normal, beautiful day in Ponyville for anypony. Anypony except for Fluttershy, especially when a looming shadow had appeared over the yellow pegasus's head.

Fluttershy yelped and galloped off, determined to get away from the menacing thing in the air. The shadow followed her, copying her every move, around trees, through patches of flowers, and over a bridge, and still Fluttershy galloped on. It wouldn't leave her alone. It seemed determined to get her. Finally, Fluttershy hid behind a large rock, covered her eyes, and waited for the shadow to pass by. Then she felt it touch her shoulder and she screamed.

"Jeez Fluttershy. Can't I even drop in to say hello without you freaking out?" a familiar voice said.

Fluttershy ceased her screaming and looked at her would-be attacker. "Oh. Rainbow Dash, it's you."

"Yeah. Hi to you too," Rainbow Dash said a little annoyed.

"I'm sorry." Fluttershy looked at the ground. "I saw your shadow and I guess I just assumed it was something scary."

"When do you not assume something is scary?" Rainbow Dash shook her head. "Seriously Fluttershy, you can't go through life being scared of every little thing that pops out of the ground."

"I'm not scared of anything that pops out of the ground." Just as she finished her sentence, Fluttershy felt something touch the back of her hoof. She squealed and jumped away. She turned around only to find that a stray blade of grass had brushed against her in the light wind. She turned an embarrassed smile to Rainbow Dash who simply raised an eyebrow knowingly.

"See, this is exactly what I mean. You need to toughen up."

"But I've never lifted weights before. And they're so heavy," Fluttershy protested.

"Not like that!" Rainbow Dash said in exasperation. "I mean you need to learn how to not be so afraid. You need to learn to be brave. You need to learn… something." Rainbow would have berated her friend further except that she took notice of their shadows moving with the sun. It was getting late and she had somewhere to be. "Look, I just came to tell everypony that the pegasi are going to make a storm in a few days. Anyway, I need to get going. I sort of forgot to pick up some new parts for the cloud boilers. I'm already late as it is. See you later." With that, the cyan pegasus flew off like a rocket, leaving Fluttershy to think about what she had said.

"She's right," Fluttershy said after Rainbow Dash had gone. "But how can I learn to be brave? Where would I learn something like that? What would Twilight do?" Fluttershy thought about her book smart friend. Twilight knew all kinds of things but if she wanted to learn something new then she would probably read a book. A book. Thinking about it, that actually wasn't a bad idea. Smiling to herself, Fluttershy galloped off to the one place she knew she could find just that kind of book.

* * *

><p>Twilight Sparkle's horn glowed like a red flare as she placed the last of the books back on the bookshelf. "See, I told you Spike. I'm perfectly capable of organizing all these books without your help." She turned around, but the baby dragon was nowhere to be seen. "Spike?" He wasn't in his basket sleeping and wasn't in the kitchen eating. He didn't seem to be anywhere. Then something dawned on her. "Spike, did you dare me to organize the library just so you could slack off?" No answer. Apparently, Spike had snuck away somewhere. "Not bad. He really got me good," Twilight grumbled to herself. She didn't know how she could be so foolish sometimes.<p>

Abruptly, she heard a knock on the door. Sighing to herself about Spike apparently tricking her, she answered the door. Standing outside, seemingly impatiently, was Fluttershy.

"Hi Twilight," Fluttershy said rather quickly.

"Oh, hey Flutter… shy?" Fluttershy walked past Twilight without waiting to be invited in. Twilight turned around to see her searching through the bookshelves, picking up books, and tossing them behind her. Well, that wasn't like Fluttershy at all.

"Can I help you with something?" Twilight asked, feeling just a little annoyed.

"Oh, no. Thank you. I'm just browsing," Fluttershy answered, barely pausing from throwing books around.

"Clearly." The books were piling up and still Fluttershy didn't seem to have found whatever it was she was looking for. "Are you sure you don't need any help?"

Fluttershy didn't answer. Instead, she stopped with a book in her hooves. She looked rather mesmerized. Then she turned and held the book out for Twilight to see. "Um, if it isn't too much trouble, can I borrow this?"

Twilight scanned the title of the book briefly. "Ghost stories?" she read aloud. It seemed like a rather odd choice, but the jovial expression on Fluttershy's face seemed to indicate that it was exactly what she had come for. Twilight couldn't help but smile. "Of course you can. This is a library after all."

Fluttershy hugged the book and put it in a bag. "Thanks Twilight. You're the best."

"I am?" Before Twilight could say anything further, Fluttershy darted out the door. "You're welcome!" Twilight shouted out the door after her. With a satisfied smile, she turned back to the inner sanctum of the room. Her smile turned to a frown as she surveyed the pile of books Fluttershy had left there in search of her _one_ book. Twilight let out an exasperated sigh. "You're very welcome." With that, she started organizing the books all over again.

* * *

><p>Back at her cottage, Fluttershy beheld the book in her hooves. <strong>Ghost Stories<strong>. What better way could she get braver than by reading ghost stories? Ghost stories of course were very, very scary, so if she learned to brave their pages, she would have an idea of how to brave other scary things, like insurance salesponies.

Fluttershy sat down in her favorite reading chair with a cup of her favorite tea and opened the book to the first page. She very nearly dropped her teacup. There was a very realistic illustration of some kind of phantom on that page. Fluttershy laughed nervously, realizing how silly she was being. It was just a picture somepony had drawn after all. Ghosts weren't real.

Fluttershy turned to the next page and beheld the title of the first story in the book: The Pony Who Wasn't There. Fluttershy took a careful sip of her tea. It was a very good title. Very strong. Very scary.

"No," Fluttershy said to herself. "I'm reading this so I won't be so scared. Come on Fluttershy. It's just a story." After slowly reassuring herself, Fluttershy took another sip of tea and started reading aloud.

"A young pony walked the forest path alone. She'd been separated from her friends and lost her way. Tree branches scratched against one another like a monster cat sharpening its claws." Fluttershy jumped as the tree outside waved in the wind and scratched against the window. She breathed in once slowly. It was just a tree.

"The wind howled and the little pony could feel droplets of rain begin to splatter on her back. But looking at the sky, she saw nothing, not even the stars. The little pony was afraid, but still walked on. She had to find her way out. She had to find her way back to her friends." Fluttershy stopped when she heard a creaking noise come from somewhere. She reassured herself that it must have been her bunny, Angel, and continued reading.

"The rain grew harder and heavier. Feeling hungry and cold, the little pony took refuge under a tree. At that moment, she heard a feint sound. It sounded like some pony's hooves crunching the dead leaves of the forest floor. The little pony looked into the darkness but saw nothing. Then she heard it again, the sound of hooves walking over leaves. But this time, it sounded closer." Fluttershy gulped. She listened for a moment and almost thought she heard the sound of leaves but maybe that was just the chickens outside.

"The rain grew heavier, and again, the little pony heard the sound of hooves on leaves, slowly growing closer and closer." Fluttershy jumped out of her chair when she heard something bounce down the stairs. But it was only Angel. Fluttershy felt her heart beat as she climbed back into the chair. "I have to finish this," Fluttershy told herself. "I just have to keep reading until I'm not scared anymore." She looked carefully around the room, feeling like a presence other than Angel was looking at her. "I'll read every story in here if I have too, until I'm not scared anymore." With another nervous sip of tea, she continued the story, her eyes growing larger and larger as the unknown hoof sounds in the story grew closer and closer to the little pony.

* * *

><p>"Come on Applejack. It won't be that bad." Twilight Sparkle tried to encourage the other pony, but Applejack wouldn't quicken her pace. Earlier that morning there had been few chores to accomplish at Sweet Apple Acres, what with the big apple bucking harvest finished the week before, so Applejack had gone to Twilight's after the purple unicorn had invited her over for a relaxing day off. However, she arrived to find that Twilight and Pinkie Pie had planned a day at the spa, of which the aforementioned ponies were slowly dragging Applejack to their intended location.<p>

"I don't know Twi. I'm a workin' pony. I don't really have much use for gettin' all gussied up. And I don't even like it anyways. I mean really, do I look like Rarity to you?"

"Hi Rarity!" Pinkie Pie suddenly blurted.

"Oh ha, ha. Very funny Pinkie Pie." Applejack rolled her eyes but decided to make the best of the gag and started walking in an imitation of Rarity. "Oh my, I can't get any mud on me. It's filthy and dirty and un-lady like. Why, I might chip a hoof in all that dirt. Boo hoo."

Pinkie Pie giggled. "Wow. That was a great impression of Rarity. Don't you think so Rarity?"

Abruptly Applejack was aware of a new pair of eyes on her. They had already reached the entrance of the spa where a familiar white unicorn currently stood. "Oh uh… howdy Rarity." Applejack smiled as best she could at the irritated expression on Rarity's face. "You know, I was just thinking that uh… farm life really ain't for me and that um… I'd really like to try bein' a well mannered and uh… well groomed and um… very beautiful lady like you."

Applejack's face couldn't have held a larger smile. Rarity's expression didn't change so much as a twitch as she spoke harshly, "I'm going to ignore that, since I am a lady and very _generous_." Rarity bared her teeth as she emphasized her namesake element. Applejack somehow managed to smile even larger as sweat started to form on her face.

"So Rarity, I imagine that it must be your spa day with Fluttershy?" Twilight spoke up, trying to break the awkward moment.

Rarity gave Applejack one last glare before turning to Twilight with a more solemn expression. "About that, Fluttershy didn't show today. She never misses and she's almost never late so I was actually getting a bit worried. I even skipped the massage." She held her hoof over her forehead dramatically. Knowing her, it probably wasn't an act. "I haven't seen her in days. I was just thinking of checking to see if she's still home. Have you girls seen her lately?"

"Now that you mention it, I sure haven't," Applejack thought aloud.

"She came to visit the other day, but I haven't seen her since," Twilight confirmed.

They all turned their eyes to Pinkie who was rubbing her chin methodically. "Let's see, I saw Fluttershy last month, and I saw her a few weeks ago this month, I saw her last week… uh…" Pinkie Pie paused for a few moments before sputtering with her usual smile, "Nope! I haven't seen her since last week."

"Do you think she's all right?" Rarity worried. "You don't think she's sick or hurt or anything, do you?"

"Come on, let's high tale it over to Fluttershy's house and find out," Applejack commanded and they all took off galloping in the direction of Fluttershy's cottage.

"This is all my fault. I've been so busy at my boutique lately that I haven't paid her a visit in sooooo long," Rarity moaned, feeling guilty.

"It's no ponies' fault, Rarity," Twilight tried to comfort the other unicorn. "Besides, we don't know for certain that anything is even wrong with Fluttershy. Maybe she had to nurse a sick animal and just lost track of time."

The four ponies were nearing the cottage when Applejack posed a question. "Hey Twilight, it sounds to me like you were the last one to see her recently. Did she do or say anything strange while she was at your place?"

"Well, she showed up suddenly and started throwing books around right after I organized them. Come to think of it, she wanted to borrow one of the library books. I think it was one about ghost stories."

Applejack, who had a bit of a lead on the others, stopped suddenly and everyone crashed into her. They picked themselves up quickly as Applejack spoke up. "Wait. Ghost stories?" She turned her head around to look at Twilight questioningly. "That don't sound right. Are you sure it wasn't some other pony named Fluttershy who wanted to borrow that book?"

Before Twilight could answer, she was startled by Pinkie Pie's sudden gasp. "Another pony named Fluttershy that I don't know about? But I know everypony in Ponyville." Then as suddenly as she had started, Pinkie Pie gasped a second time. "Wait! You don't suppose…" She shifted her eyes around as if looking for an eavesdropper. Then she looked at each of her friends and said in a lowered menacing voice, "It's Fluttershy's evil twin." The announcement brought a brief silence to the group as stares of bewilderment focused on Pinkie Pie. They could have sworn that they saw lighting and heard thunder when Pinkie Pie had said it.

"Evil twin," Twilight repeated.

"Evil twin." More thunder and lighting as Pinkie nodded with a very serious look on her face.

"Uh, Pinkie Pie, I'm pretty sure it wasn't some evil twin," Twilight said with a bit of a concerned look on her face. She should have been used to Pinkie Pie's odd solutions by now, but still, everyday, like clockwork, Pinkie's personality continued to amaze Twilight Sparkle.

They had reached Fluttershy's door. Applejack reached up to knock as she said, "Seriously, I'm pretty sure there ain't no such thing as evil twins." A few moments later, the door creaked open slowly. Feeling a bit uneasy after Pinkie Pie's ridiculous statement, Applejack lowered her voice and quietly asked, "Fluttershy? Anypony in there?"

As if on command, a figure appeared in the doorway. Applejack, Twilight, and Rarity screamed. A horrible figure, wearing a white bed sheet and baring a disheveled pink mane and enormous blood red, baggy eyes, greeted them silently. It somewhat resembled Fluttershy.

"Evil twin," Pinkie Pie repeated menacingly as thunder and lighting struck somewhere behind her.

"H-h-hello?" the figure said almost inaudibly.

"F-fluttershy? Is that you?" Twilight said in almost a squeak.

"H-hi," Fluttershy said, just as inaudibly as before. Her face was very blank as if she wasn't sure what emotion she should be feeling at the moment.

"That barely above a whisper voice. Fluttershy it is you," Rarity said with a bit of relief. "Oh my, what happened to you? You look awful."

Though her expression didn't change much, Fluttershy offered a weaker reply than usual. "I haven't slept in three days."

"Well shoot. No wonder you look like the ghost of Hearth's Warming yet to come," Applejack commented, looking her square in the eyes.

Fluttershy made a tiny squeaking noise and whispered, "Ghost!" How anypony could whisper an exclamation was a great mystery, but if anypony could do it, it was Fluttershy.

"Applejack!" Rarity scolded the other pony. Then she pushed back the bed sheet that Fluttershy was using like a hood and started to straighten her mane with a hoof. "There, there, it's not so bad. All you need is a little trim, a little primp-" Rarity squealed in fright as Fluttershy's gnarled mane resisted the combing and sprang back out of place. Rarity smiled nervously. "Maybe a little conditioner…" Then she took a better look at Fluttershy's drooping, gloomy face. "Some moisturizer…." But one long look at Fluttershy's red eyes was the last that Rarity could take. "Good heavens darling, you need a makeover, and stat."

Fluttershy groaned and fell back on her haunches. "Oh my gosh. Was today our spa day? I'm sorry." The poor Pegasus looked about ready to cry.

"I don't think primping and makeup is what you really need right now. If you've been up for so long, you should really just get some sleep," Twilight suggested.

Fluttershy's eyes widened and she looked positively terrified. "Sleep? No. No, I can't."

"What do you mean you can't?"

"I want to sleep… Oh but I can't… I mean I really do want to sleep, but I can't. I'm afraid I'll have more nightmares." Fluttershy stared at the ground, embarrassed that she had developed a brand new fear.

"Nightmares? Why do you think you'll have night…?" Then Twilight remembered why Fluttershy had come to the library the other day. "Don't tell me reading all those ghost stories gave you nightmares?"

Fluttershy nodded. "I wanted to get braver and I thought reading them might help. I ended up reading the whole thing." She produced the horrifying book in question. "And now I can't sleep because I keep dreaming about ghosts and phantoms and other scary things."

"Well, having nightmares is a part of overcoming your fears. If you face them, you might get braver too," Twilight suggested.

"I sort of thought you'd say something like that," Fluttershy said with a sigh. "But even if I wanted to, I can't seem to fall asleep."

"Well then we'll just have to help ya fall asleep," Applejack decided. "We can't help ya with your nightmare problem but the sleepin' part aught to be easy, specially if you're as tired as you look."

"I don't know. I'm still too afraid to fall asleep."

"Oh, oh, oh, oh!" Pinkie Pie waved her hoof frantically in the air. "I know what to do for that. Meet me at Sugarcube Corner in one hour." With that, she galloped off.

"Right." Applejack watched her leave with concern. "Well, we should just leave her to whatever it is she's gonna do. In the meantime I know exactly how to help you fall asleep."

"What's that?" Fluttershy asked.

"Come on. Let's go back to my house." Applejack led the way with the other three ponies behind her, one of them a bit more slowly and looking rather ghastly.


	2. Helping Fluttershy

"Ta da!" Applejack exclaimed enthusiastically.

"This is your idea?" Rarity said annoyed.

"Of course. Eatin' a big meal always makes me feel sleepy afterwards."

Applejack had an entire ensemble of goods on the picnic table, all of them of course apple themed. Apple pies, apple fritters, applesauce, apple cobbler, apple noodles, apple pancakes, apple muffins, apple juice, apple tarts, and of course, a good old fashioned bowl of, what else, Applejacks.

"Apples are your solution for everything," Rarity moaned.

Applejack looked at her a moment before saying, "Well, yeah."

Rarity groaned loudly as Fluttershy timidly approached the table. "That's an awful lot of food. I don't think I can eat all this."

"You don't have to eat all of it," Applejack said, eating a fritter. "Just eat as much as you can and you'll be snorin' in no time."

"Do I snore?" Fluttershy said alarmed.

"A little. Never mind. Just eat."

Looking solemnly at the table of food, Fluttershy took a bite out of some of the cobbler. There was still so much food to go.

Some thirty minutes of eating later…

"Oooooh," Fluttershy groaned.

"Come on, just one more bite of apple pie," Applejack encouraged.

Fluttershy had already been forced to eat half of the contents of the table and appeared comically fat, much to Rarity's continuing displeasure. The white unicorn had had just about enough of all this ridiculous eating.

Fluttershy ate the last piece of pie and fell over on her back. "I can't eat another thing."

"Now just finish it off with some nice warm milk." Fluttershy looked at the glass of milk with a bit of worry but downed it anyway. "That should do it," Applejack said, looking pleased. "You feel sleepy yet?"

The group of ponies looked on expectantly until Fluttershy finally responded, "No. I actually…" She covered her mouth for a moment and looked sick. Then she opened her mouth and quite plainly, and quietly said, "Burp." Her pale cheeks turned rosy, as she apologized to the others.

"If that was a belch then I'm a Thanksgivin' turkey," Applejack said in amusement.

"Turkey?" Fluttershy covered her mouth again but this time she ran off to the side of the barn where the other ponies heard very quiet vomiting sounds.

"Maybe I shouldn't have made her eat that third pie?" Applejack stated methodically.

"You don't actually eat turkeys on Thanksgiving do you?" Twilight asked with concern.

"What? Course not. Whatever gave you that idea?"

"Speaking of ideas, so much for this one," Rarity said haughtily. "Now I on the other hoof have a much better plan."

"Oh really? And just what might that be?" Applejack said annoyed.

"Come Fluttershy dear. Let's go to my boutique," Rarity called out. Fluttershy answered with more quiet vomiting noises.

* * *

><p>"You're right Rarity, this is a good idea," Twilight approved. Rarity had tucked Fluttershy into her bed, drawn the shades, and plugged a nightlight into the wall.<p>

"But of course," Rarity said proudly.

"But I still don't really feel like sleeping. And I'm still afraid of having more nightmares," Fluttershy pouted. She no longer appeared comically fat, possibly due to the quiet vomiting she had done earlier.

"That's because we haven't added the pièce de résistance. Sweetie Belle, are you ready?"

Sweetie Belle stood by her big sister's side, but she didn't look very certain. "Why does everypony always want me to sing? It's not like it's anything special."

"Of course it is, Sweetie. That's why I want you to sing a lullaby. Will you?"

Sweetie Belle looked hesitantly up at her sister and then looked at Fluttershy. "Well, since it is for Fluttershy's sake, I don't mind singing to her." Fluttershy looked nervous. Of course, she remembered the last time Sweetie Belle sang a lullaby. The young filly took a deep breath but before she could let it out, Rarity covered her mouth.

"Now Sweetie Belle, we want Fluttershy to sleep. So sing a _quiet_ lullaby, as if you were singing to a baby," Rarity fluttered her eyes as she spoke.

Sweetie Belle took a smaller breath before beginning. Anyone who heard her could agree that she had the voice of an angel.

"_Hush little Fluttershy,_

Don't you cry.

I'm going to sing you a lullaby.

All nightmares will go away,

You'll dream about a happier day.

When you wake, you'll be with friends,

Safe and sound, when your dream ends.

Smile and cheer, just forget your follies

Then you'll find there's no more ghosties.

"

"That was wonderful, Sweetie Belle. Truly beautiful," Rarity praised her sister with pride. Sweetie Belle blushed, looking mildly proud of herself.

"So did Fluttershy fall asleep?" Twilight wondered aloud.

Fluttershy's eyes were wide open, even bigger than usual. She had raised the white sheets over her muzzle and stared straight ahead at nothing.

"G-g-g-g-g-g-ghosties?"

"Well, maybe _ghosties_ wasn't the right word to use," Sweetie Belle said apologetically. The other ponies all glared at her. "What? There are only about 117 words or so that rhymes or comes close to rhyming with follies. It was an honest mistake." Sweetie Belle's response garnered a bit of surprise from the other ponies, but Sweetie Belle shrugged sheepishly.

"Well this idea was a bust," Applejack concluded. "Now what?"

"Can't you do anything, Twilight?" Sweetie Belle spoke up. "Can't you use some kind of magic to help Fluttershy?"

"I don't know. I don't really know any sleeping spells," Twilight answered.

"Come on Twi, you put an Ursa Minor to sleep before. How could Fluttershy be any harder than that?" Applejack encouraged her.

"You have to try, Twilight. It's for Fluttershy's sake," Sweetie Belle pleaded.

Twilight smiled at the little white filly. "You're right Sweetie Belle. I guess it couldn't hurt to try." Then she turned to Applejack and Rarity. "Come on. Let's see if we can get her out of bed. I'll need to look through the books in the library."

* * *

><p>Twilight flipped through the pages of a spell book as Applejack dragged Fluttershy through the door. She held a death grip on Rarity's sheets and the ponies had been forced to bring them along too. She still held it over her muzzle, her eyes peeking over it, still as wide and red as ever.<p>

"Fluttershy you better appreciate all this. I swear it would be easier to get oranges from an apple tree," Applejack said in annoyance.

"At least you won't have to do laundry after this. You didn't have to drag my sheets through the mud. They're 1500 thread count, Egyptian cotton. Do you know how hard it is to get Egyptian in Ponyville?" Rarity complained.

"Here we go. Sleeping spells," Twilight exclaimed. "Let's see… poison apples?"

Applejack gasped. "Poison apples! That's crazy! Who'd want to poison an apple! That's just… just…"

"Yeah. Definitely not that one," Twilight said quickly, skimming the list again. "Pricking your hoof on a spindle?"

"That can make you fall asleep?" Rarity gasped. "I've pricked my hooves plenty of times in the past! Is something going to happen to me?"

"Relax. You'd have to put a spell on it first." Twilight looked at the list again puzzled. "Oh, my mistake. These are long-term sleeping spells. The only way you can wake from these is if you receive a kiss from your Prince Charming."

"My Prince Charming you say?" Rarity said with a hint of fascination. She envisioned herself sleeping gracefully in a gorgeous dress (one that she undoubtedly designed herself) while a tall dark and handsome figure appeared above her, preparing to kiss her. Rarity's vision shattered when the figure abruptly turned into Prince Blueblood, the only prince she currently knew of. "On second thought…"

"Hmm…" Twilight flipped through a few pages of the spell book. "A lot of these spells are kind of hard. But I think I can pull this one off. And it sounds perfect for your situation, Fluttershy." She read the contents of the page. "Get a full night's sleep in the time it takes for a quick power nap."

"You can't have a nightmare if you're just dozin' for a while," Applejack said, trying to reassure Fluttershy.

"That does sound nice I guess," Fluttershy agreed timidly.

"If you're really going to sleep this time, then I guess I can let you keep my sheets for a little while longer," Rarity gave in.

"Okay, here we go." Twilight concentrated, until her horn shown in brilliant red light. Then the light drifted slowly from her horn and engulfed Fluttershy.

"Is it workin'?" Applejack asked.

But at that moment, the light changed color and enveloped the room. Fluttershy opened her eyes after the light finally died down. She saw her friends sprawled on the floor. "Girls?" she ventured. It took her a moment to realize that the other three ponies were asleep. "Oh dear," Fluttershy whimpered.

Exactly five minutes later, Twilight started to stir. "Huh? What happened?" she said sleepily, rubbing the sleep from her eyes.

"You all fell asleep," Fluttershy informed her, just as Applejack and Rarity started to wake up.

"I feel like I've slept for a hundred years," Applejack yawned.

"I don't understand. It should have only worked on Fluttershy. Why…?" Twilight groggily examined the book and read the line just below the directions for the spell. "This spell will be repelled if the target is in possession of Egyptian cotton."

"You gotta be kiddin' me. What're the odds?" Applejack said, still sounded sleepy.

"Maybe I should have gone back to Chinese silk after all," Rarity said sleepily.

"Well then Fluttershy should just ditch the sheets so Twilight can try again."

"I feel so tired, my head hurts. I don't know if I could do it a second time. I think we should try something else," Twilight suggested, still sounding half asleep.

"What else is there to try? We all gave it our best shot already," Applejack complained.

"We're kind of late now, but I guess there's still whatever Pinkie Pie's idea is."

"Great. But at this point, I guess we don't have much choice," Applejack drudged sleepily out of the library with the other ponies in tow.

"Twilight?" A voice rang out in the library a few minutes after the ponies had left. A few moments later, Spike walked in through the back door and looked around. "Good, she's not here. Come on in." Spike waved to his new friend and Owlowiscious who both came in at his call. "Guess we can get some grub without Twilight finding out about you," Spike said to his new friend.

"Who!" Owlowiscious hooted while perched above a book.

"Oh no, I'm not playing that game again." Spike pointed at the owl who pecked a little at the book he was sitting on. Spike came over and read the contents. "Get a full night's sleep in the time it takes for a quick power nap. That sounds like a great idea. I'll have to get Twilight to use it on me sometime."

"Who!" Owlowiscious pecked at something else on the page and Spike read that part too.

"That sounds bad. But what are the odds of that happening?"

* * *

><p>It was getting dark already despite the fact that it was only a little past noon. The ponies didn't take much notice of it though since they had other things on their minds.<p>

"I thought it was supposed to give you a full night's sleep. Why do I still feel so groggy and icky?" Rarity complained.

"Maybe it's because we already had a full nights sleep last night. That spell is meant to help somepony who needs to sleep but doesn't have time," Twilight reasoned.

"I'm sorry. This is all my fault," Fluttershy apologized. She walked along wearing Rarity's sheets like a cloak since her mane and face still looked horrific.

"Yeah. But we forgive ya. We are friends after all and…," Applejack yawned. "…and what are friends for, right?" For a moment, Applejack thought she saw something strange walking next to her, but it was just Fluttershy. Then again, the way she looked, maybe she was strange. "Let's just get on over to Pinkie's before your lack of sleep gives us all nightmares."

Fluttershy lowered her head. She felt awful that she was putting her friends through this just because she had decided to read a book. A scary book, but still just a book.

"Wwwwhhhhhhhhhyyyyyyyyy." The four ponies all stopped with their ears perked when a strange noise filled the air. "Wwwwhhhhhhhhhyyyyyyyyy."

"What was that?" Applejack asked alarmed.

"A ghost?" Fluttershy squealed.

"Probably just the wind," Twilight said, though she didn't sound certain.

"Wwwwhhhhhhhhhyyyyyyyyy."

"Ghost! The pony who wasn't there!" Fluttershy shrieked. She dropped to the ground and covered her eyes. The other three looked at her with concern.

"If it's not there, then what do we have to be afraid-" before Rarity could finish, something appeared before them. It was misty, out of focus, and moved about like a piece of paper in the wind. Its monstrous face glared at them in incredible magenta light almost like a giant fireball. It looked a lot like a…

"Ghost!" Applejack and Rarity shouted.

Fluttershy didn't need to see it to believe it. She took off galloping as soon as her friends screamed. She didn't look back until she had galloped so far, she didn't think she could gallop anymore. That's when she realized that she was alone. What was worse, Rarity's sheets had obscured her vision while she ran away, and she only then realized that she had found her way onto the Everfree Forest where all kinds of unnatural nasties resided.

"Rarity?" she called out. "Twilight? Applejack!" Fluttershy shivered. This was just like the first ghost story she had read. Why was this happening?


	3. The Ghosties

Twilight, Rarity, and Applejack galloped away from the ghost. They had been so scared by its sudden appearance that they hadn't even noticed Fluttershy running in the opposite direction. Ducking behind one of Ponyville's many buildings, they stopped to catch their breaths.

"I don't believe it," Rarity said, almost speechless. "Who would have thought that an actual ghost would appear?"

"It's ridiculous. It couldn't have been a real ghost. There has to be a logical explanation for what we saw," Twilight argued.

"That was pretty real lookin' to me. It was just one giant face. Right, Fluttershy? Fluttershy?" It only then dawned on Applejack and the others that Fluttershy wasn't with them.

"You don't think the ghost got her do you?" Rarity worried.

"I'm telling you it couldn't have been a ghost," Twilight said again.

"Then what was it, miss smarty pants?" Applejack demanded.

"I don't know yet. I'd have to get another look at it." Just as Twilight said that, the same monstrous misty face appeared from around the corner. "Okay. It's a ghost," Twilight concluded. Then they all screamed and ran.

Again, the three ponies ducked behind another building.

"This is crazy. We're being chased by a real live ghost," Twilight nearly screamed, her logical brain not comprehending the possibility of such a thing.

"Seriously, this situation can't get much worse." Just as Rarity finished saying that, the three ponies heard thunder, and rain started to pour on their heads.

"It got worse," Twilight said in annoyance.

"Why does that always happen when somepony says that?" Applejack complained.

"Nonsense. A freak storm wouldn't happen just because of that."

"Maybe it's because of the ghost?" Rarity ventured.

"That's even more outrageous!" Twilight yelled. As soon as she did, she covered her mouth, but it was too late. The ghost arrived, just as breezy and magenta'ee as before. Twilight and the others ran on.

* * *

><p>Fluttershy cowered by the tree she had taken refuge under after the rain had suddenly started. Lighting flashed and thunder boomed. She could hear tree branches scratching against one another. Looking up, she couldn't see anything in the sky. Why was everything turning out just like the ghost story? All she needed now was to hear leaves crunching under hooves.<p>

As if thinking about it had willed it into existence, Fluttershy heard the sound of crunching leaves. Her eyes bulged as the sound started to get closer and closer. She whimpered miserably as more thunder rumbled overhead.

"Ghosts aren't real. Ghosts aren't real. Ghosts aren't real," she whispered to herself, closing her eyes in fright as the sound grew ever closer. "I'm not afraid. I'm not afraid. I'm not afraid of the pony who wasn't there."

Then she opened her eyes and looked out into the darkness, remembering what Rarity had started to say earlier. _If it's not there, then what do we have to be afraid…_ Fluttershy thought about it a moment. "If it really is the pony who wasn't there," she said to herself, "then, there really is nothing there. Just like in the story."

Then Twilight's words echoed in her mind. _…having nightmares is a part of overcoming your fears. If you face them, you might get braver too._

The crunching of leaves under hooves continued to grow closer. Now that Fluttershy thought about it, none of the stories she read ever had any actual ghosts in them. It was always just some unexplained happenstance that involved strange noises, missing or moving objects, or encounters with something never seen. She could hear the crunching leaves, which meant that somepony really must be there. The only question was, who? Fluttershy gulped, gathered what little courage she had left, and walked toward the approaching noise.

* * *

><p>"Quick, to the library!" Twilight shouted as Applejack and Rarity ran after her.<p>

"Why there?" Rarity asked.

"So that I can find a book or spell that can solve this problem."

"We don't have time to be readin'. We should turn around and fight," Applejack said as bravely as she could muster.

"How do you fight a ghost?" Rarity shouted.

"Maybe a book would tell us how?" Twilight said angrily, though out of breath.

"Fine. Let's go find a stupid- Whoa!" Applejack stopped short. Twilight and Rarity looked ahead of them and shrieked. Another ghost, this one a more wispy purplish color with a black halo, was floating in front of the library door.

The three ponies turned around only to find that the other ghost, the magenta colored one, was gaining on them.

"Come on! This way!" Applejack darted between two buildings and the other two followed her.

"Wait, where are we going?" Rarity shouted after her.

"The Everfree Forest," Applejack answered.

"What!" Twilight and Rarity both stopped short, knowing full well that that wasn't exactly the safest place to go.

"Have you lost your mind? Why would you want to go there?" Rarity whined.

Applejack stopped and turned around. "First of all, maybe we can lose the ghosts in the trees. Second, maybe Zecora would know how to get rid of them once and for all."

Twilight blushed, wondering why she hadn't thought of that. Zecora was almost like a second mentor to her, and she often asked her about things she didn't understand or couldn't readily find in a book. She also knew some really nice soup recipes.

The three ponies raced on, knowing that two ghosts were right behind them.

"Everfree Forest dead ahead everypony," Applejack announced.

"Do you have to say dead?" Rarity complained.

"Do you have to pose a question to everythin' I say?" Applejack complained back.

Before Rarity could make a retort, the two of them crashed into Twilight.

"Why'd you stop, Twi? The ghosts are-"

"More ghosts!" Twilight pointed ahead of her to where two more ghosts, these ones pale white colors, floated towards them.

"They're gaining!" Rarity cried, pointing back to the magenta and purple ghosts behind them.

"Come on, we gotta… oh my gosh!" Applejack pointed to the sky where yet another ghost, this one a bluish color, sailed towards them. They were surrounded.

"This can't be happening. It just can't," Twilight shrieked.

The three ponies hugged each other. Not sure what to do. "This might be the end girls." Applejack announced gloomily.

"No! I'm too pretty to die!" Rarity wailed.

The five ghosts moved in, and the three little ponies screamed and shivered, closing their eyes, waiting for the end.

"I want my mommy!" Rarity sobbed.

"Rarity?" a voice asked.

"Mommy?" Rarity answered in confusion.

"No. Fluttershy."

"What?" The terrified ponies looked up and barely recognized the sleepy pony with the gnarled pink mane and baggy red eyes, still wearing Rarity's white, Egyptian cotton bed sheets. Standing behind her though…

"Fluttershy! The ghost!" they all screamed.

The magenta ghost moved in, still wailing, "Wwwwhhhhhhhhhyyyyyyyyy."

Fluttershy looked behind her and then back at her friends with a puzzled look on her face. "That's not a ghost. That's just Pinkie Pie."

Twilight, Rarity and Applejack blinked in confusion as the ghost slowly vanished and Pinkie Pie stood before them wailing, "Wwwwhhhhhhhhhyyyyyyyyy? Why? Why are you so late?"

"What?" Twilight asked confused.

"Duh. I told you to meet me in an hour like, two hours ago. Why are you so late?"

"Because of the ghosts," Twilight pointed at the white ghost standing a little behind Fluttershy.

"That's not a ghost, silly. That's Zecora," Pinkie Pie said with a laugh. Just as she said it, the white ghost turned into the afore mentioned zebra.

"But, what about…," Applejack pointed at the blue ghost.

"That's just Rainbow Dash," Fluttershy answered. Sure enough, the ghost morphed into the familiar pegasus who stared at them with a bewildered face.

"And that one?" Rarity pointed to the purple one.

"Spike. Remember?" Spike answered for himself, looking a little hurt. The purple ghost slowly turned into the baby dragon and the black halo turned into an umbrella he was holding.

"But… but…," Twilight couldn't have looked more confused. "You all looked like ghosts."

Pinkie Pie giggled her usual giddy laugh. "Ghosts? You know, sometimes I think you guys are sooooooooooo weird."

"But they were chasing us. And then the freak storm…," Rarity wailed.

"Freak storm? Hello!" Rainbow Dash spoke up, sounding annoyed. "Remember when I told you that the pegasi were going to make a storm?"

"Wasn't that supposed to be yesterday?" Twilight asked.

"And did it happen yesterday? No." Rainbow shifted her eyes around to make sure nopony was listening. "It seems somepony was late getting new parts for the cloud boilers, so we had to push the storm back a day." Rainbow blushed when Fluttershy started to giggle.

"But why were ya'll chasin' us? What are ya'll doin' here?" Applejack asked.

"When I saw Fluttershy running in the rain, I figured something was wrong, that was plain," Zecora answered. "I met up with her under a tree. Then I escorted her out and ran into you three. You seemed to be in quite a fright. I am glad to see that you are quite all right."

"And I was just coming to tell you that the storm wasn't going to last long. See." Rainbow Dash pointed to the sky where the rain had stopped and some pegasi were clearing some of the clouds away.

"I saw you running toward the library in the rain, so I thought I'd bring you an umbrella. But then you suddenly ran away, so I chased after you," Spike said.

"And I wanted to know why you were late," Pinkie cheerfully added in unnecessarily.

"But, but…," Twilight frantically tried to reason the how and why of their situation. "I don't get it. We all saw ghosts. We couldn't have just imagined them."

"Imagined? Hey, that sounds like… you didn't actually try… Yeah right. Never mind. What are the odds of that happening?" Spike laughed in amusement.

"Of what? What are the odds of what happening?" Twilight was nearly hysterical at this point.

"Well, Owlowiscious noticed one of your spell books open and that it was on a page for a spell that gives a full nights sleep in the time it takes for a power nap, which I would really like you to try on me. Anyway, he also noticed this little warning underneath that said the spell would cause temporary hallucinations if it was ever repelled."

"Hallucinations!" Twilight, Rarity, and Applejack said together.

"But you'd have to have Egyptian cotton for it to be repelled and what are the odds of that happening?" Spike said in further amusement. Then he noticed the sheets Fluttershy was wearing. "Oh. Never mind."

Twilight wanted to cry. She should have known there was a logical reason for why they were seeing ghosts. It also explained why the citizens of Ponyville had merely looked at them funny instead of running in terror when the so-called ghosts had chased them through the streets.

"We went through all that because of Egyptian cotton!" Rarity exploded. "Dumb sheets! I am so going back to silk."

"And we still didn't help Fluttershy fall asleep," Applejack said in misery.

"Oh, that's right!" Pinkie suddenly blurted. "Let's go back to my room."

"Do we have too?" Applejack complained but she was too tired to really argue. Zecora went back into the forest and the six pony friends and Spike headed for Pinkie Pie's room.

* * *

><p>The storm was nearly cleared away and sun was shining almost as brightly as it had a few days before. Fluttershy and the others were in sight of Sugarcube Corner when Pinkie Pie suddenly stopped.<p>

"Before we go in, there's just one thing," she said, looking around like a mad pony. Then she focused her gaze on Fluttershy. "When we go in there, you're going to have to look out for GHOSTS!" She waved her hoofs around like a wispy spirit, but Fluttershy just blinked at her, not so much as twitching. Pinkie Pie gasped. "She didn't react! You know what that means?" The other ponies looked at her with blank expressions. Pinkie Pie looked each of them in the eye before standing up on her hind legs. "It must be Fluttershy's evil twin," she said in a menacing voice as thunder and lighting struck behind her.

"Knock it off! The storms over!" Rainbow Dash yelled at a certain grey pegasus pony who was standing on one of the few remaining storm clouds.

"Sorry. Had to get rid of a few extra bolts," the pegasus apologized before taking off and pushing the cloud away.

Fluttershy smiled at Pinkie Pie. "Actually, I'm not afraid of ghosts anymore."

"Since when?" Rarity said, dumbfounded.

"While I was in the Everfree Forest hiding from the first ghost you saw." Fluttershy pointed her hoof indicating Pinkie. She went on to explain her revelation about the ghosts in the stories never materializing and how she had gathered her courage to confront a ghost that turned out to be a concerned Zecora. "If you girls hadn't made me think that a ghost was chasing us, I probably would still be afraid of them."

"You're… welcome," Twilight said as she, Rarity, and Applejack all blushed in embarrassment at their fiasco.

"So, does that mean you don't need it anymore?" Pinkie Pie asked.

"Need what?" Fluttershy wondered.

Pinkie Pie ran into her house, up the stairs to her room, and back down again all in a matter of seconds somehow. "This. A friend to sleep with and keep your nightmares away." Pinkie Pie produced a little teddy bear with one ear that had apparently been nibbled on. "I used this until I learned to laugh at my fears. It always made me feel better."

"You still have that?" Applejack commented. "Didn't I give that to you at your first birthday party in Ponyville? Gosh, that seems like ages ago now."

Pinkie Pie nodded and handed the bear to Fluttershy. Fluttershy looked at the bear and smiled.

"Thanks Pinkie Pie. I'm not afraid of ghosts but I'm still kind of afraid of nightmares. Just holding it makes me feel better already."

"Pinkie Pie does it again," Twilight said half amused, half embarrassed. Who would have thought that a simple gift would make somepony feel more confident? Just as Twilight was about to say something else, she heard a strange sound behind her. It sort of sounded like hissing. Twilight looked and her eyes bugged out. "Snake!"

The next thing she knew, Twilight had somehow managed to jump onto the roof of Sugarcube Corner, along with Applejack, Rarity, Rainbow Dash, and Pinkie Pie.

"Wilfred! You little rascal. I told you to wait at the library," Spike said cheerfully.

"You know that snake?" Rainbow said, cowering behind Applejack.

"This is Wilfred, my new friend. I didn't think I'd get to introduce him to everypony so soon. I knew Twilight was afraid of snakes but I didn't know the rest of you were," Spike said rather amused at the sight of all the ponies on the roof. "Wilfred, these are my friends, Twilight Sparkle, Rarity, Rainbow Dash, Applejack, Pinkie Pie, and Fluttershy."

It was only then that Twilight realized that Fluttershy hadn't jumped up with them. Fluttershy smiled at the snake and said, "Hello Wilfred."

"Fluttershy, you're not afraid of the snake?" Twilight asked.

Fluttershy looked up at her friends on the roof and then at Wilfred. "Of course not. How could I be afraid of something so cute? Don't you all think so?" The ponies on the roof looked at each other and laughed.

* * *

><p><em>Dear Princess Celestia, <em>

_Today I learned a lot about fear. My friend Fluttershy developed a fear of ghosts and we all tried to help her overcome it, even though we didn't do a very good job. Actually, now that I think about it, we all contributed to Fluttershy getting over her fear, even though we didn't realize it. Rarity's Egyptian cotton sheets and my mishap spell, along with Rainbow Dash's storm created the perfect scenario for Fluttershy to face her fear. Then Applejack's gift to Pinkie Pie years ago became a gift for Fluttershy and helped give her the confidence to face another fear. It just goes to show that no matter how bad things look, they can have a strange way of working out in the end. _

Your faithful student, Twilight Sparkle.

P.S. Fluttershy also taught me that she's a lot braver then we sometimes give her credit for.

After Twilight dictated her letter, Spike bedded down in his basket, but not before tucking Wilfred into a basket he had prepared right next to it. Twilight sighed nervously at the thought that she'd be sleeping in the same room as a snake. As Twilight climbed into bed, she looked at Spike and Wilfred to make sure they were asleep. Then, looking around to make sure nopony was watching, she reached under her pillow and pulled out her old Smarty Pants doll. Nuzzling it to her neck, she lay down and smiled, confident that she wouldn't be dreaming of any snakes.

In another part of Ponyville, a certain pegasus snuggled into Egyptian cotton sheets, with a friend's teddy bear, dreaming peaceful dreams. The only thing that stirred was a certain bunny, restlessly trying to drown out the noise. For being such a naturally quiet pony, his owner sure did snore loudly.

The End


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